Terms of Use

Terms of Use

Last Updated: 2 June, 2023

1. Introduction

Welcome to TRACKS, owned and operated by LABEL FOUNDATION (“LABEL”, “we”, “us”, or “our”). TRACKS is a listen-to-earn Web3 music app (App) launched by us. Users of the App can accumulate tokens by listening to music.

These Terms of Use (“Terms of Use”, “Terms”) govern your access to and use of our websites (“Website(s)”, label.foundation, our APIs, App, and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain& BNB Smart Chain), which uses smart contracts to link to or otherwise be associated with certain content or data.

l Acceptance of Terms

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY USING THE WEBSITE, APP, OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. THESE TERMS APPLY TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein, which Terms also incorporate the Privacy Policy, Intellectual Property Policy, and all other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is incorporated by reference into these Terms of Use and each of which may be updated by Company from time to time without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time.

You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to access the App and the Services. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, that all registration information you submit is accurate and truthful, and that your access to and use of the App and Services is lawful in your country of residence in the manner in which you access and use them. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

l Modification of Terms

We reserve the right to change or modify any of the terms in these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable effort to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

l Changes to our Services

We may, from time to time, release new tools and resources on the Website, release new versions of our Apps, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms and conditions that we may release for those specific services or features. Despite the foregoing, we are not obligated to update content on our Service, and any content on our Service may become out of date at any given time. Our Service, or any content on this, is not guaranteed to be error-free.

We may change, suspend or discontinue the Service (including without limitation, the availability of any feature, database, or content at any time. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. We may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account, including, without limitation, any access to any items (including NFT) you may have purchased through the Service.

We may from time to time change the rate at which users accumulate tokens using the App. We may reverse benefits allocated to you if we reasonably consider the circumstances justify a reversal, for example if they are allocated to you by mistake or if you accumulated them by misusing the App or the Services or in a way that is fraudulent, dishonest or otherwise unacceptable.

2. Description of our Service

l Listen-to-earn Music Service

You earn tokens($BLB/$LBL) by using Headphone (“Headphone(s)”) item and listening to music. Headphones, the items used to listen to music through our Service, which has different attributes and designs. The amount of token reward is determined by the attributes of the Headphones. Tokens circulate within the ecosystem through charging, and purchasing.

3. Registration

You are not obliged to register to use the Service. However, access to the Apps and certain Services is only available to registered users. Your email address and any other information you chose to provide about yourself (e.g. your profile, listening habits) will be treated in accordance with our Privacy Policy.

You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you. If your username or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify us in writing, and should change your password at the earliest possible opportunity.

We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. You are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, we, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Service.

Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that we, in its sole discretion, may elect to take. You agree that, except as these Terms of Use expressly provide otherwise, we do not need to notify you in advance or give you any reasons for any action we may take in connection with your misuse of the App or the Services, including suspending or cancelling your access to the App and the Services. We are not liable for any loss of tokens or assets incurred as a result of the suspension or cancellation of your access to the App and the Services.

4. Your use of the Service

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content) is provided only for your own personal, non-commercial use (except with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an “Artist”) selling Music, Merchandise or other Content as authorized through the Service). You are responsible for all of your activity in connection with the Service. For purposes of these Terms of Use, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service.

Subject to your strict compliance with these Terms at any and all times during your use of the Service, we grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Service in order to view Content uploaded and posted to the Website, to listen to audio Content streamed from the App using the features of the Service where the appropriate functionality has been enabled by the user who uploaded the relevant Content (the "Uploader"), and subject to the territorial availability of that feature and audio Content.

l User Contents (to be launched)

If you register to use the Service, and subject to your strict compliance with these Terms of Use at any and all times during your use of the Service, we grant you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to submit, upload or post Content to and keep such Content available on the Service strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time.

The above licenses are conditional upon your strict compliance with these Terms at any and all times during your use of the Service, including, without limitation, the following (“User Conduct”):

i. You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service at any and all times, except (i) where such Content is Your Content at any and all times during your use of the applicable Content, or (ii) as permitted under these Terms of Use, and within the parameters set by the Uploader (for example, under the terms of Creative Commons licenses selected by the Uploader).

ii. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Service offering.

iii. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

iv. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of Your Content on the Service, or to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.

v. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Service or any Content appearing on the Service (other than Your Content).

vi. You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to Content other than Your Content.

vii. You must not use the Service to upload, post, store, transmit, display, copy, distribute, promote, make available, continue to make available or otherwise communicate to the public: (a) any Content that is abusive, libellous, defamatory, pornographic or obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in our reasonable discretion; (b) any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; (c) any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in our reasonable opinion; (d) any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Service or servers or networks forming part of, or connected to, the Service, or which does or might restrict or inhibit any other user's use and enjoyment of the Platform; or (e) any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

viii. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.

ix. You must not rent, sell or lease access to the Platform, or any Content on the Platform, although this shall not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased.

x. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

xi. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any our employee.

xii. You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.

xiii. You must not sell or transfer, or offer to sell or transfer, any TRACKS account to any third party without our prior written approval.

xiv. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

xv. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by us or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of our servers, system or network or attempt to breach our data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of us under these Terms of Use, we reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Service from time to time and within the parameters set by the Uploader on the Service or with the express written consent of the Uploader. Where you repost another user’s Content, or include another user’s Content in a playlist or station you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.

You agree to comply with the above conditions at any and all times during your use of the Service, and acknowledge and agree that we have the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

l Your Contents (to be launched)

Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Service (hereinafter "Your Content") is generated, owned and controlled solely by you, and not by us.

We do not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

Without prejudice to the conditions set forth in Your Use of the Service you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights.

 Grant of License

By uploading or posting your content to the service, you initiate an automated process to transcode any audio Content and direct us to store Your Content on our servers, from where you may control and authorize the use, ways of reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere using the Services. To the extent it is necessary in order for us to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms of Use, including the distribution of advertising or other promotional material on our Service and/or to enable your use of the Service, you hereby grant such licenses to TRACKS on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.

In particular, any unauthorized use of copyright protected works within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

Not all unauthorized uses of copyright protected works constitute an infringement. Users in the European Union can use copyright protected works under certain exceptions or limitations to copyright, namely quotation, criticism, review, use for the purpose of caricature, parody or pastiche.

We may, from time to time, invite or provide you with means to provide feedback regarding the Service, and in such circumstances, any feedback you provide will be deemed non-confidential and we shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

l Personalized Ads

In order to make the Service available for free and provide you with personally relevant features, we serve tailored ads on the Service on behalf of third-party advertisers. To that end, we use information that you make available to us when you interact with the Service to inform the nature of the ads we show you and provide you with a customized experience. More information on how we use data to show you personalized ads is described in our Privacy Policy.

l Your Wallet and Account

Like much of Web3, your blockchain address functions as your identity on TRACKS. Accordingly, you will need a blockchain address and a third-party wallet to access the Service. Your account on the Service (“Account”) will be associated with your blockchain address.

Your Account on TRACKS will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider.

Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this App or to your downloading of any material posted on it. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account.

l App Terms

You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Service will be available in any particular geographic location.

l Assumption of Risk / User Representations and Warranties

We make no representation and give no warranty that tokens ( including NFTs ) accumulated through the App or the Services will have any particular value or any monetary value at all. You are liable for any loss or diminution value of tokens.

You understand, acknowledge and accept the following: The prices of blockchain assets are extremely volatile. Fluctuations in the prices of other digital assets could adversely impact the value of your [ BLB/LBL token ], which are also subject to significant volatility in price. We cannot guarantee that any purchasers of [ BLB/LBL token ] will not lose money. You are solely responsible for determining if any taxes apply to your [ BLB/LBL token ] related transactions. We are not responsible for determining if any taxes apply to your [ BLB/LBL token ] transactions on any of our App.
Using an Internet-based currency entails some risks, including the vulnerability of hardware, software, and Internet connections, the possibility of malicious software being introduced, and the possibility that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that we will not be liable for any such risks or any damage you should suffer should any risk be realized. You accept and acknowledge that In no event will we be liable for any communication failures, disruptions, errors, distortions or delays you encounter while using the [Metamask] network or any similar network, regardless of how they occur.

You accept and acknowledge:

i. The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.

ii. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.

iii. The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.

iv. You are solely responsible for determining what, if any, taxes apply to your transactions. Company is not responsible for determining the taxes that apply to your NFTs.[오전48]

v. There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.

vi. We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Company has no ability to reverse any transactions on the blockchain.

vii. There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.

viii. The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.

ix. Company reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on us. Under no circumstances shall the inability to view items on us or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against us.

x. If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

It is not guaranteed that our App, or any or all of their Content, will always be available or uninterrupted. Access to our App is permitted on a temporary basis and we may suspend, withdraw, discontinue or change them at any time and for any reason, in our sole discretion. It is your responsibility to make all arrangements necessary for you to gain access to our App. In addition, it is your responsibility to make sure all persons who access our App through your internet connection or device are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them. The use of our App for illegal or unauthorized purposes is NOT permitted. You must NOT access our App by automated and non-human means, whether by means of a bot, script, or otherwise.

The Content available on or through our App is not necessarily appropriate or available in your location. Accessing the Service is prohibited from territories where our Service, or any part of our Service ( including uploaded Content by us, users, or any other third parties ) is illegal. If you access the Service, you do so at your own initiative and are responsible for compliance with local laws. We have the right to limit the availability of our App or any services or products described on our App to anyone or any geographic area at any time. You access our application at your own risk if you choose to do so from your location.

Our App (when launched) may be hosted by us or by third parties, and you should refer to the relevant terms and conditions of such third parties. Our App may contain links to sites and resources that are provided by third parties. We have no control over the content of those sites or resources and accept no liability therefore. These Terms of Use do not govern your use of any such third-party platform and your use of any third-party platform is entirely at your own risk.

The App may contain links to sites and resources that are provided by third parties. We have no control over the content of those sites or resources and accept no liability therefore. These Terms of Use do not govern your use of any such third-party platform and your use of any third-party platform is entirely at your own risk.

l Termination

If you wish to terminate your account, then you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable, except as provided in this Agreement. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

5. Ownership

The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Company’s logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the propriety property of us or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivate works.

Our name, logo, trademarks, and any our product or service names, designs, logos, and slogans are the intellectual property of us or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “TRACKS” or any other name, trademark or product or service name of us or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of us and may not be copied, imitated or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

6. Intellectual Property

We own all rights to the App, Smart Contracts, source code, databases, functionality, software, designs, images, audio, video, text, and graphics contained on them (collectively, the "Content"), trademarks, and logos, service marks and logos. We own, control or license them, and they are protected by copyright laws, trademark laws, intellectual property laws and unfair competition laws. It is prohibited for any part of the App, the Smart Contract, or any Content or marks to be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express written permission. Based on your eligibility to use the App and smart contracts, a limited license is granted to you to access the application, use the Content, or download or print a copy of any portion of it for your personal use only. We reserve all rights not expressly granted to you in and to the App.

You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on the App or through the Services nor may you use any such content in connection with any business or commercial enterprise. You must not use the Company’s trade marks (including names and logos) in any circumstances (including by linking on websites or social media) without the Company’s prior written consent.

You grant to the Company a non-exclusive, irrevocable, global license (including the right to sublicense to third parties) to exercise the intellectual property rights in any content you submit through the App or the Services for any purpose.

The Service provides ( or will soon provide ) Artists or users with the ability to upload Content owned or controlled by such Artists or users to the Website, including but not limited to sound recordings (“Sound Recordings”), videos synchronized with Sound Recordings and other audiovisual works (collectively, “Music Videos”), and the musical works embodied within Sound Recordings and Music Videos (“Musical Works” and, collectively with Sound Recordings and Music Videos, the Artist’s “Music”). Company will not have any ownership rights in any elements of an Artist’s or user’s Music, however, Company needs the following license to perform the Service. Each Artist or user uploading Music to the Service grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Artist’s or user’s Music and perform the Service on the Artist’s or user’s behalf (e.g., reproduce, transcode, copy and store the Artist’s or user’s Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist’s or user’s Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) allow users of the Service to receive public performances and public displays of the Artist’s or user’s Music and Artworks and to reproduce the Artist’s Music and Artworks on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Service.

To enable Company to Exploit your Music pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

By uploading any Music or Artworks to the Site:

you represent and warrant, and can demonstrate to Company’s full satisfaction upon request, that (i) you own or otherwise control all rights to your Music and Artworks (or that such Music and Artworks are in the public domain or have otherwise been directly licensed to the Artist or user in writing with a grant of rights sufficient to permit the Artist or user to enter into this Agreement and to grant all of the rights with respect to the Artist’s or user’s Music or Artworks as set forth in this Agreement (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Music you upload to the Service and to the Artworks; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Music and/or Artworks to Company and all users of the Service.

you represent and warrant that the use or other exploitation of your Music and/or Artworks by Company and its authorized sublicensees and distributors and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

you represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to Company for the public performances and communications to the public of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of your Musical Works.

you represent and warrant that no fees of any kind shall be due to any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement.

If any agreement you have entered into with any third party, including, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.

7. Link

l To TRACKS Websites

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The [ TRACKS ] website must not be framed on any other site, nor may you create a link to any part of the website other than the home page. We reserve the right to withdraw linking permission without notice. You must not create hyperlinks using any of the Company’s logos.

l To Third-Party websites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Website. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

8. Disclaimer

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or the Service.

The Service is provided "as is" and "as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed.

Company, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk.

Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Except where expressly stated to the contrary all persons (including their names and images), third party trademarks and content, services and/or locations featured in the App are in no way associated, linked or affiliated with the Company and you should not rely on the existence of such a connection or affiliation. Any trademarks/names featured on the App are owned by the respective trademark owners. Where a trademark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to the Company.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK & BNB SMART CHAIN). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM & BNB SMART CHAIN). COMPANY AND/OR ANY OTHER COMPANY PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

NO COMPANY PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO COMPANY PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

9. Indemnification

By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Company, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually/collectively, the “Company Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs; (b) any Feedback you provide; (c) your violation or breach of any term of these Terms or applicable law; (d) your violation of the rights of or obligations to a third party, including another user or third-party; and (e) your negligence or willful misconduct. You agree to promptly notify us of any Claims and cooperate with the Company Parties in defending such Claims. You further agree that the Company Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND COMPANY.

You shall defend, indemnify, and hold harmless Company and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys' fees and court costs, that arise from or relate to your use or misuse of, or access to, the Website, Service, Content or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms of Use.

For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless Company from any and all claims by a third party owning, controlling or claiming any right in or to your Music, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses at your sole expense.

10. Limitation of Liability

In no event shall Company, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

Because Company is not the buyer or seller in any transaction, if a dispute arises between one or more participants in a Merchandise Transaction, then you release Company (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, then you waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by Company.

11. Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. We do not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.

l Dispute Resolution Process

You agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation.

l Applicability of Arbitration Agreement

You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court.

l Waiver of Jury Trial, Class Actions and Class Arbitrations

YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding.

12. Integration and Severability

These Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

13. Governing Law

These Terms of Use are governed by the law of [ ] and you agree to submit to the exclusive jurisdiction of the courts of [ ].

14. Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees.

l Force Majeure

The Company will not be in breach of these Terms of Use as a result of, or liable for, any failure or delay in the performance of the Company’s obligations under these Terms of Use to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by any event outside the Company’s reasonable control or any act or omission of you or any third party.

l Entire Agreement

These Terms constitute the entire agreement between you and Company relating to your access to and use of the Service.

l Severability and Survival

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by us or you. Termination will not limit any of our other rights or remedies at law or in equity.

l Non-Assignability

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of OpenSea, and OpenSea’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

l No Waiver

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

l Notices

All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

l Captions and Headings

The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement

l California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at [phone].

l Contact

You may contact Company by directing inquiries to our support team.

LABEL Foundation

Attn: Legal Department

Email: